Hovnanian Enterprises (HOV)

pro forma financial information concerning the Offer to
Purchase and the events requiring the Issuer to make the Offer to Purchase;

(vi) a Holder may tender all or any
portion of its Notes, subject to the requirement that any portion of a Note
tendered must be in a multiple of $1,000 principal amount;

(vii) the
place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase;

(viii) each Holder electing to tender a
Note pursuant to the offer will be required to surrender such Note at the place
or places specified in the offer prior to the close of business on the
expiration date (such Note being, if the Issuer or the Trustee so requires,
duly endorsed or accompanied by a duly executed written instrument of
transfer);

(ix) interest
on any Note not tendered, or tendered but not purchased by the Issuer pursuant
to the Offer to Purchase, will continue to accrue;

(x) on
the purchase date the purchase price will become due and payable on each Note
accepted for purchase, and interest on Notes purchased will cease to accrue on
and after the purchase date;

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(xi) Holders
are entitled to withdraw Notes tendered by giving notice, which must be
received by the Issuer or the Trustee not later than the close of business on
the expiration date, setting forth the name of the Holder, the principal amount
of the tendered Notes, the certificate number of the tendered Notes and a
statement that the Holder is withdrawing all or a portion of the tender;

(xii) (A) if Notes in an
aggregate principal amount less than or equal to the purchase amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer will
purchase all such Notes, and (B) if the Offer to Purchase is for less than
all of the outstanding Notes and Notes in an aggregate principal amount in
excess of the purchase amount are tendered and not withdrawn pursuant to the
offer, the Issuer will purchase Notes having an aggregate principal amount
equal to the purchase amount on a

pro forma financial information concerning
the Offer to Purchase and the events requiring the Issuer to make the Offer to
Purchase;

(vi) a Holder may tender all
or any portion of its Notes, subject to the requirement that any portion of a
Note tendered must be in a multiple of $1,000 principal amount;

(vii) the place or places where
Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(viii) each Holder electing to
tender a Note pursuant to the offer will be required to surrender such Note at
the place or places specified in the offer prior to the close of business on
the expiration date (such Note being, if the Issuer or the Trustee so requires,
duly endorsed or accompanied by a duly executed written instrument of
transfer);

(ix) interest on any Note not
tendered, or tendered but not purchased by the Issuer pursuant to the Offer to
Purchase, will continue to accrue;

(x) on the purchase date the
purchase price will become due and payable on each Note accepted for purchase,
and interest on Notes purchased will cease to accrue on and after the purchase
date;

(xi) Holders are entitled to
withdraw Notes tendered by giving notice, which must be received by the Issuer
or the Trustee not later than the close of business on the expiration date,
setting forth the name of the Holder, the principal amount of the tendered
Notes, the certificate number of the tendered Notes and a statement that the
Holder is withdrawing all or a portion of the tender;

(xii) (A) if Notes in an
aggregate principal amount less than or equal to the purchase amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer will
purchase all such Notes, and (B) if the Offer to Purchase is for less than
all of the outstanding Notes and Notes in an aggregate principal amount in
excess of the purchase amount are tendered and not withdrawn pursuant to the
offer, the Issuer will purchase Notes having an aggregate principal amount
equal to

pro forma
calculation is required that is determined on a fluctuating basis as of the
Transaction Date (including Indebtedness actually incurred on the Transaction
Date) and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date, and

(b)notwithstanding
clause (a) above, interest on such Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to
Interest Protection Agreements, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of such agreements.



pro forma
financial information concerning the Offer to Purchase and the events requiring
the Issuer to make the Offer to Purchase;

(vi)a
Holder may tender all or any portion of its Notes, subject to the requirement
that any portion of a Note tendered must be in a multiple of $1,000 principal
amount;

44

(vii)the
place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase;

(viii)each
Holder electing to tender a Note pursuant to the offer will be required to surrender
such Note at the place or places specified in the offer prior to the close of
business on the expiration date (such Note being, if the Issuer or the Senior
Trustee so requires, duly endorsed or accompanied by a duly executed written
instrument of transfer);

(ix)interest
on any Note not tendered, or tendered but not purchased by the Issuer pursuant
to the Offer to Purchase, will continue to accrue;

(x)on
the purchase date the purchase price will become due and payable on each Note
accepted for purchase, and interest on Notes purchased will cease to accrue on
and after the purchase date;

(xi)Holders
are entitled to withdraw Notes tendered by giving notice, which must be
received by the Issuer or the Senior Trustee not later than the close of business
on the expiration date, setting forth the name of the Holder, the principal
amount of the tendered Notes, the certificate number of the tendered Notes and
a statement that the Holder is withdrawing all or a portion of the tender;

(xii)(A)
if Notes in an aggregate principal amount less than or equal to the purchase
amount are duly tendered and not withdrawn pursuant to the Offer to Purchase,
the Issuer will purchase all such Notes, and (B) if the Offer to Purchase is
for less than all of the outstanding Notes and Notes in an aggregate principal
amount in excess of the purchase amount are tendered and not withdrawn pursuant
to the offer, the Issuer will purchase Notes having an aggregate principal
amount equal to the purchase amount on a